UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rubicon Technologies, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001
per share
(Title of Class of Securities)
G3661E106
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS
Guardians of New Zealand Superannuation
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) 98-0576189 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
New Zealand | ||
NUMBER OF WITH |
5 | SOLE VOTING POWER
2,864,113 | |
| 6 | SHARED VOTING POWER
0 | ||
| 7 | SOLE DISPOSITIVE POWER
2,864,113 | ||
| 8 | SHARED DISPOSITIVE POWER
0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,864,113 | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.65%(1) | ||
| 12 | TYPE OF REPORTING PERSON
OO | ||
| (1) | Calculated by giving effect to the 37,419,939 shares of Class A common stock of Rubicon Technologies, Inc. (the “Issuer”) outstanding as of November 13, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 13, 2023. |
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| Item 1 | (a) | Name of Issuer:
|
Rubicon Technologies, Inc.
| ||
| Item 1 | (b) | Address of Issuer’s Principal Executive Offices:
|
335 Madison Avenue, 4th Floor New York, NY 10017
| ||
| Item 2 | (a) | Name of Person Filing:
|
Guardians of New Zealand Superannuation (the “Reporting Person”).
| ||
| Item 2 | (b) | Address of Principal Business Office or, If None, Residence; Citizenship:
|
| The registered address of the Reporting Person is: | ||
PO BOX 106 607 Auckland 1143 | ||
| Item 2 | (c) | Citizenship:
|
Item 2 |
(d) |
New Zealand
Title of Class of Securities: |
Item 2 |
(e) |
Class A common stock, par value $0.0001 per share
CUSIP Number: |
| G3661E106 |
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
| Not applicable. |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned by each Reporting Person: See Row 9 of cover page. |
| (b) | Percent of Class Beneficially Owned by each Reporting Person: See Row 11 of cover page. |
| (c) | Number of shares as to which each Reporting Person has: |
| i. | Sole power to vote or to direct the vote: See Row 5 of cover page. |
| ii. | Shared power to vote or to direct the vote: See Row 6 of cover page. |
| iii. | Sole power to dispose of or to direct the disposition of: See Row 7 of cover page. |
| iv. | Shared power to dispose or to direct the disposition of: See Row 8 of cover page. |
The Class A shares reported herein are held by the Reporting Person as manager and administrator of the New Zealand Superannuation Fund being property of Her Majesty the Queen in right of New Zealand and managed by the Reporting Person.
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| Item 5. | Ownership of Five Percent or Less of a Class |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨. |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
| Not applicable. |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
| Not applicable. |
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| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. |
| Item 10. | Certifications |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a–11. |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 25, 2024
| Guardians of New Zealand Superannuation |
| By: | /s/ Sarah Gold | |
| Sarah Gold | ||
| Authorized Signatory |
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